(Información remitida por la empresa firmante)
The voting list proposed to be approved is the voting list prepared by Euroclear Sweden AB on behalf of Essity, based on the Annual General Meeting’s share register, shareholders having given notice of participation and being present at the meeting venue and received advance votes. Proposal for resolution under Item 7.b
The Board of Directors proposes a dividend for the financial year 2022 of SEK 7.25 per share. As record date for the dividend, the Board of Directors proposes Friday, 31 March 2023. If the Meeting resolves in accordance with this proposal, the dividend is expected to be distributed by Euroclear Sweden AB on Wednesday, 5 April 2023.
Proposal for resolution under Item 8–13
The Nomination Committee proposes the following:
· The number of directors shall be nine with no deputy director.
· The number of auditors shall be one with no deputy auditor.
· The remuneration to each director elected by the Annual General Meeting and who is not employed by the company shall amount to SEK 875,000 and the Chairman of the Board of Directors is to receive SEK 2,625,000. Members of the Remuneration Committee are each to receive an additional remuneration of SEK 130,000, while the Chairman of the Remuneration Committee is to receive an additional remuneration of SEK 155,000. Members of the Audit Committee are each to receive an additional remuneration of SEK 300,000, while the Chairman of the Audit Committee is to receive an additional remuneration of SEK 425,000. Members of the Portfolio Development Committee are each to receive an additional remuneration of SEK 300,000, while the Chairman of the Portfolio Development Committee is to receive an additional remuneration of SEK 425,000. Remuneration to the auditor is to be paid according to approved invoice.
· Re–election of the directors Ewa Björling, Pär Boman, Annemarie Gardshol, Magnus Groth, Torbjörn Lööf, Bert Nordberg and Barbara Milian Thoralfsson and new election of Maria Carell and Jan Gurander. Bjørn Gulden, Louise Svanberg and Lars Rebien Sørensen have declined re-election.
Maria Carell, born 1973, has since 2017 been the President and CEO of RG, an esthetics and skincare specialized company based in Dallas, USA. She is a Swedish citizen and has lived in the USA since 2012. Maria Carell has a solid pharmaceutical and med-tech background including previous leading positions in i.a. Exeltis, Meda, Q-MED, Actavis, Novartis and Jensen-Cilag. She has served as a board member in several companies during the last 20 years but today only has a board assignment in RG Holdco. Maria Carell has a M.Sc. in Business Administration and Economics with focus on international business.
Jan Gurander, born 1961, was during 2016-2022 deputy CEO in the Volvo Group and was also CFO for the Volvo Group during 2014-2018. He is a Swedish citizen. Jan Gurander has experience from leading positions in listed large international industrial companies and from the financial sector, such as MAN, Volvo Cars, Swedbank Robur, Scania and Investor. Today he has a board assignment in one listed company (Skanska), where he is also serving as a member in all of the board committees. Jan Gurander has a M.Sc. in Business and Economics from Stockholm School of Economics.
· Re–election of Pär Boman as Chairman of the Board of Directors.
· Re–election of the registered accounting firm Ernst & Young AB, in accordance with the Audit Committee’s recommendation, for the period until the end of the Annual General Meeting 2024. If elected, Ernst & Young AB has announced its appointment of Erik Sandström as auditor in charge.
Proposal for resolution under Item 15
The Board of Directors proposes that the Annual General Meeting 2023 resolves to approve a cash-based incentive program which is directed to senior management as well as certain other executives and key employees in Essity (the “Program”) as follows. In order to encourage a common interest for the participants and the shareholders of long-term good return and the company’s ability to recruit and retain key employees, the Board of Directors considers that the company shall have cash-based incentive programs. Such programs should be approved annually and have performance conditions related to (i) the relative value development of Essity’s class B share, and (ii) reduction of greenhouse gas emissions. The Board of Directors also considers that there should be a requirement for the participants’ own investment in Essity shares and that such shares should be held for a period of at least three years. It is noted that the Program is exclusively cash-based and does not result in any dilution or other impact on the rights of the shares.
Essity has for a number of years resolved on similar cash-based programs, which are described in the company’s Annual and Sustainability Report and in the remuneration report approved by the Annual General Meeting 2022. The Board of Directors’ assessment is that these programs have worked very well.
Against this background, the Board of Directors proposes that the Annual General Meeting 2023 resolves on a cash-based incentive program, as further described below.
Principal terms and conditions of the Program
The proposed Program for 2023–2025 shall be based on the following principal terms and conditions.
a. The Program is proposed to be open to senior management as well as certain other executives and key employees in the Essity group, a total of approximately 380 persons (the “Participants”).
b. The Participants shall have the opportunity, depending on satisfaction of certain performance conditions in accordance with paragraph (c) below, to obtain a cash remuneration (the “Cash Remuneration”) after the end of a measurement period which covers the years 2023–2025 (the “Measurement Period”). The Cash Remuneration for each Participant may not exceed a certain percentage of the Participant’s fixed annual salary (gross) for 2025, as follows: (i) for the President, a maximum of 50 per cent, (ii) for other members of the senior management, a maximum of 80 per cent and (iii) for other Participants, a maximum of 50 per cent. The maximum variable remuneration level shall be determined per individual, taking into account the total remuneration in relation to the specific role, the local market, the terms of employment or the individual performance.
c. Payment of the Cash Remuneration shall depend on the degree on satisfaction of the following performance conditions for the Program under the Measurement Period:
i. A financial target consisting of the total shareholder return (“TSR”) on the company’s class B share under the Measurement Period in relation to a benchmark group of other companies (the “TSR Condition”).[1] The benchmark group shall to 60 per cent consist of companies which are comparable with the operations in the company’s business area Consumer Goods and to 20 per cent each consist of companies that are comparable with the operations in the business area Health & Medical and Professional Hygiene, respectively.[2]
A condition for payment is that the TSR of Essity’s class B share is not lower than the weighted TSR outcome for the benchmark group under the Measurement Period (the “TSR Minimum Level”). If the TSR Minimum Level is not reached, no payment of Cash Remuneration related to the TSR Condition will be made. For maximum payment (100 per cent), it is required that the TSR of Essity’s class B share exceeds the weighted TSR outcome for the Benchmark Group with at least 5 percentage points during the Measurement Period (the “TSR Maximum Level”). Should the TSR of Essity’s class B share be between the TSR Minimum Level and the TSR Maximum Level during the Measurement Period, a linear payment will be made.
ii. A sustainability target related to the company’s reduction of greenhouse gas emissions during the Measurement Period (the “Sustainability Condition”).[3]
(CONTINUA)